Qatar Holding’s $650 Million Secondary Offering

April 11, 2017

Cleary Gottlieb acted as special U.S. counsel to the selling shareholder, Qatar Holding LLC, a wholly owned subsidiary of Qatar Investment Authority, in connection with an SEC-registered secondary public offering of 80 million units of Banco Santander (Brasil) S.A., including in the form of ADSs.

Each ADS represents the right to receive one unit, which is composed of one common share, no par value, and one preferred share, no par value, of Banco Santander (Brasil) S.A. The offering priced on April 5, 2017, and closed on April 11, 2017.

The offering of the ADSs is part of a global offering by Qatar Holding that comprises of the sale of 58 million ADSs in the U.S. and the sale of 22 million units in Brazil. Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities Inc. acted as underwriters of the offering of the ADSs and have been given an overallotment option of 12 million ADSs. Bank of America Merrill Lynch Banco Múltiplo S.A. and Banco de Investimentos Credit Suisse (Brasil) S.A. underwrote the offering of units in Brazil.

Banco Santander (Brasil) is the third-largest privately owned bank in Brazil in terms of assets. Qatar Holding has been a shareholder in Banco Santander (Brasil) for nearly seven years and, following this offering, Qatar Holding remains its second-largest shareholder.